Test Rite — AGM Information 2015

Jul 3, 2015

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Stock Code ： 2908

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Test Rite International Co., Ltd.

Handbook for the 2015 Annual Meeting of Shareholders

MEETING TIME: 9:00 a.m., Wednesday, June 15, 2015

PLACE:6F., No.23, Hsin Hu 3[rd] Rd., Nei Hu, Taipei, Taiwan, ROC

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Table of Contents	Table of Contents
I. Meeting Procedure		P1
II. Meeting Agenda		P2
1.	Management Presentation	P3
2.	Proposals	P4
3.	Discussion(Ⅰ)	P5
4.	Election	P6
5.	Discussion(Ⅱ)	P11
6.	Questions and Motions	P11
III. Attachments
1.	Business Report	P12
2.	Supervisor’s Review Report	P16
3.	Consolidated Financial Statements for the Years Ended December 31, 2014 and 2013 and Independent Auditors’ Report	P17
4.	2014 Profits Distribution Table	P25
5.	Procedures for Engaging in Derivatives Trading Reference Table for Revised Clauses	P26
6.	Endorsement/Guarantee Procedures Reference Table for Revised Clauses	P27
7.	Articles of Incorporation Reference Table for Revised Clauses	P28
IV. APPENDIX
1.	Current Shareholdings of Directors and Supervisors	P29
2.	Details of Employee Bonus and Total Salary for the Board of Directors and Superviosors	P30
3.	Other Matters-Details of Shareholder Proporsal at Shareholders’ Meeting	P31

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. Test Rite International Co., Ltd

Meeting Procedure for the 2015 Annual Meeting of Shareholders

1.Call Meeting to Order

2. Chairman’s Remarks

3.Management Presentation

4.Proposals

5.Discussion(Ⅰ)

6.Election

7.Discussion(Ⅱ)

8.Questions and Motions

9.Adjournment

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Test Rite International Co., Ltd. 2015 Annual General Shareholders’ Meeting

Agenda

Time: 9:00 a.m., June 15, 2015

Place: Test Rite (6F.,No. 23, Hsin-Hu 3nd Road, Nei Hu, Taipei, Taiwan)

Call Meeting to Order Chairman’s Remarks

Management Presentation

1. 2014 Business Report.

2. Supervisor’s Review Report on the 2014 Financial Statements.

3. Share Buyback Execution Report.

Proposals

1. Adoption of the 2014 Business Report and Financial Statements.

2. Adoption of the Proposal for 2014 Profits Distribution.

Discussion(Ⅰ)

1. Amendment to Procedures for Engaging in Derivatives Trading.

2. Amendment to Endorsement/Guarantee Procedures.

3. Amendment to Articles of Incorporation.

4. Proposal for the issuance of public placement of common stock.

Election

1. Election of Company Directors and Supervisors.

Discussion (Ⅱ)

• 1.Remove Non-competition Clause for Newly Board Members and their Representatives.

Questions and Motions

Adjournment

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Management Presentation

1. 2014 Business Report (proposed by the Board of Directors)

Details: The 2014 Business Report is attached as Attachment 1 on page 12~15.

2. Supervisor’s Review Report on the 2014 Financial Statements (proposed by the Board of Directors)

Details: The 2014 Supervisor’s Review Report is attached as Attachment 2 on page 16.

3. Share Buyback Execution Report (proposed by the Board of Directors) Details:

• (1) The Company hereby submits the reports on its 11th and 13th share buybacks to the 2012 and 2013 shareholders' meeting, in accordance with Article 28-2 Paragraph 7 of the Securities and Exchange Act.

• (2) The 11th and 13th transfers of treasury shares were conducted as described in the table below.

Detail	Number of buy‐back shares	Average price per buy‐back share	Date of buy‐back Shares transferred	Number of buy‐back shares transferred	Date of buy‐back shares cancelled	Number of buy‐back shares cancelled	Accumulated number of buy‐back shares
11	20,000,000	NTD22.13/share	2014/3/10	12,000,000	2014/10/7	8,000,000	0
13	11,868,000	NTD20.50/share	2015/4/24	7,800,000	N.A.	N.A.	4,068,000

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Proposals

1. Adoption of the 2014 Business Report and Financial Statements (proposed by the Board of Directors)

Details:

• (1)2014 parent level financial statements and consolidated financial statements, audited by independent auditors Mr. HONG, KUO-TYAN and Mr. WU, KER-CHANG of Deloitte & Touche, along with 2014 Business report, have been approved by the Board of Directors and examined by the supervisors of the company.

• (2)Please refer to Attachment 1 (page 12~15) for 2014 Business report and attached 3 (page 17~24) for Financial Statements.

• (3)2014 Business report and Financial Statements are to be discussed for approvaled by the shareholders

Resolution:

2. Adoption of the Proposal for 2014 Profits Distribution (proposed by the Board of Directors)

Details:

• (1)In accordance with Articles of Incorporation, fiscal year 2014 profits are to be distributed in the following manners with profits from fiscal year 2014 are to be distributed with first. Please refer to Attachment 4 (page 25) for details.

• i. 10% of the profits, or NT$65,537,709, is to be reserved as Legal Reserve.

• ii. Employee bonus, amounting to NT$5,898,394, is to be distributed in cash. The Chairman is authorized to manage details related to employee bonus distribution.

• iii. Total remuneration to directors and supervisors is NT$11,296,788 dollars.

• iv. Shareholder dividends totaled NT$577,400,692 dollars. Total outstanding shares as of April 17th 2015 is 513,955,558 shares. After deducting treasury shares oustanding of 11,868,000 shares, the number of shares eligible for earnings distributions is 502,087,558 shares. Accordingly, each eligible share will receive a cash dividend payout of NT$1.15 per share (payout amount of less than NT$1 will be not be distributed).

• v. After the distribution, the accumulated retained earnings is NT$12,438,685.

• (2)The profit distribution proposal is to be approved by the shareholders at the 2015 shareholders’ meeting. Following the proposal’s approval, the board of directors, with the authority granted by the shareholder’s meeting, will set the ex-dividend date. The board of directors should also be empowered to manage all issues related to dividend payouts in the event that the number of shares outstanding changes and impacts the payout ratio. Potential impact on shares outstanding may be the result of rights issueance, holders of convertible bond realizing their conversion options,or buy back, transfers, and cancellation of treasury shares.

• (3)The proposal is to be discussed for approval by shareholders.

Resolution:

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Discussion( Ⅰ )

1. Amendment to Procedures for Engaging in Derivatives Trading. Please proceed to discuss. (proposed by the Board of Directors)

Details:

(1)Partial amendment to Procedures for Engaging in Derivatives Trading in accordance with no. 18 of Regulations Governing the Acquisition and Disposal of Assets by Public Companies.

(2)Please refer to Attachment 5 (page 26) for details.

• (3)The amendment is to be discussed by the shareholder meeting.

Resolution:

2. Amendment to Endorsement/Guarantee Procedures. Please proceed to discuss. (proposed by the Board of Directors)

Details:

• (1)Partial amendment to Endorsement/Guarantee Procedures in accordance with regulatory and actual business needs.

(2)Please refer to Attachment 6 (page 27) for details.

• (3)The amendment is to be discussed by the shareholder meeting.

Resolution:

3. Amendment to Articles of Incorporation. Please proceed to discuss. (proposed by the Board of Directors)

Details:

(1)Partial amendment to Articles of Incorporation in accordance with regulatory and actual business needs.

(2)Please refer to Attachment 7 (page 28) for details.

• (3)The amendment is to be discussed by the shareholder meeting.

Resolution:

4. Proposal for the issuance of public placement of common stock. Please proceed to discuss. (proposed by the Board of Directors)

Details:

In consideration of Company’s future business needs , to enhance working capital, to improve financial structure of the Company, and to investment in subsidiaries, the Board of Directors submit a proposal for the issuance of public placement of common stock. Newly issued shares will be no more than 50 mn shares. The proposal should be completed within one year following the resolution is approved by the shareholders at the shareholder meeting. The related issues of the public placemanet is as follows：

• (1)This cash capital increase will be issued at a par value of NT$10. If this cash capital increase is issued at a maximum of 50,000,000 shares, the dilution for the existing shareholders will be 8.87%. This capital increase will be used to support future operational and working capital needs, improve financial structure, and or reinvest in the expansion of continuing businesses of Test-Rite Group compoanies.r, and is expect to generate a positive impact for furture return for shareholders.

• (2)The issue price will be settled according to the self-regulatory rules of Taiwan Securities

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Association and government’s regulations. The Chairperson is authorized to set the issuing price according to market conditions at the time of the issuance and communicating with the underwriter.

• (3)While 10~15% of the new shares will be reserved for employee subscription, in compliance with Article 267 of Company Act, the remaining 85~90% of the new shares is to be reserved for public underwriting through a book building process. In addition, existing shareholders is expected to relinquish their subscription rights, according to Article 28-1 of Security and Exchange Act. All shares will be publicly offered based via the book building method.

• (4)For the shares that are not fully subscribed or is not subscribed, the Chairperson is authorized to allocate those shares to specified persons at the proposed issue price.

• (5)The rights and obligations associated with common shares issued in this cash capital increase are identical to those of the existing shares.

• (6)Subject to the approval of the proposed offering and issue by the competent authority, it is proposed that the record date of the subscription date be determined by the Chairperson and that the subscription price payment period, record date of the capital increase and other matters relating to the offering shall be determined by the Chairperson and/or his/her designate to be authorized to do so.

• (7)The proposal here is for shareholders to authorize Board of Directors, subject to market conditions, the reasonability to adjust and, settle major issues related to the public placement plan. The authority granted to Board of Directors include amendments of various details of the public placement issuance, when applicable regulations are changed or requested to change is made by the relevant government bodies. The proposal is for shareholder meeting to fully authorize Board of Directors to handle all relevant issues of the public placement.

• (8)The authority granted to Board of Directors include amendments of various details of the public placement issuance, when applicable regulations are changed or requested to change is made by the relevant government bodies. The proposal is for shareholder meeting to fully authorize Board of Directors to handle all relevant issues of the private placement.

• (9)The proposal is to be discussed by the shareholders during the shareholder meeting.

Resolution:

Election

1. Election of Company Directors and Supervisors. (proposed by the Board of Directors) Details:

1. The term of office for seven directors and two supervisors will expire on June 17, 2015.

2. In accordance with the Articles of Incorporation, the Company should have seven directors and two supervisors with three years of term of office. Newly appointed directors and supervisors will assume their office after the present shareholders’ meeting to June 15, 2015.

3. Please refer to the attachment for the “Rules and Procedure of the Directors and Supervisors election”. (Omitted)

4. Please vote.

Resolution:

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Supplement :

The Company will propose the following candidates of directors and supervisors in the Shareholders’ Meeting. Please kindly support the following poll proposed by management.

		Test Rite Int’l Co., Ltd. Candidate list of Directors	Test Rite Int’l Co., Ltd. Candidate list of Directors
Category	Name	Education	Professional Experience	Current Position
Director	Ms. Lee, Judy	BS, Bank and Insurance - Tamkang University	General Manager of Test Rite Int’l Co., Ltd. Director of Tong Lung Metal Industry Co., Ltd.	Chairperson of Test Rite Int’l Co., Ltd.
Director	Mr. Ho, Tony	EMBA, NTU - Fudan EMBA Joint Program BS, Philosophy - Fujen Catholic University	Chairperson of Test Rite Int’l Co., Ltd. Chairperson of Tong Lung Metal Industry Co., Ltd.	Chairman of Test Rite Group Chairman of Test Rite Retial Co., Ltd.
Director	Ms. Ho. Robin	MBA, Business Management - Fujen Catholic University BA, Business Administration - USC	Vice President of Test Rite Int’l Co., Ltd.	Vice President of Test Rite Int’l Co., Ltd.
Independent Director*	Mr. Liu, Ting-Yang	JD, Government Management- Peking University Doctor of Education in Computer Education-AIU MA, Education Administration- AIU BA of Law, Public Administration- National Chengchi University	Principal of Taipei College of Maritime Technology Director of National Kaohsiung Normal University Graduate Institute of Human Resource and Knowledge Management Director Of Student Affairs of I-Shou University Chairman of Department of Busniness Administration Chairman of Department of Mass Communication Director Extension Education Cente Acting Director of Graduate School of Management	Member of Test Rite Remuneration and Compensation Committee Professor of Graduate Institute of Human Resource and Knowledge Management of National Kaohsing Normal University Visiting Professor of Macau University of Science and Technology Contract Research Fellow of

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Category	Name	Education	Professional Experience	Current Position
			Member of Research, Development and Evaluation Commission, Kaohsiung City Government Consultant of Kaohsiung County Research Fellow of China Trend Research Center of Peking University Research Fellow of Human Resources Management and Development Research Center of Peking University Independent Director of Her Chee Industrial Co.,Ltd. Independent Director of Tekom Technology Co., Ltd.	National Policy Foundation Director of Li-Chih Valuable School
Independent Director*	Mr. Ting, Hung-Hsun	BA of Accounting - Chinese Culture Unversity CAP exam passed	Manager of Certifying Dept. and Project Dept. of Baker Tilly Clock & Co Director of Alumni Association of Department of Accounting of Chinese Culture University Director of The Pacific Securities Co., Ltd. Director of Pacific SOGO Department Stores Co., Ltd. Honorary Instructor of Small and Medium Enterprise Administration, Ministry of Economic Chairman of the Education and Training Committee (Great China accountant network) of GRCC Consulting Services Group Limited	Chairperson and Members of Test Rite Remuneration and Compensation Committee Committee Independent Director、 Chairperson and Member of the Audit Committee、 Member of the Remuneration and Compensation Committee of ShunSin Technology Holdings Limited.

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Category	Name	Education	Professional Experience	Current Position
			Independent Director of Hola Home Furnishings Co., Ltd. Supervisor of Tien Liang Biotech Co., Ltd. Supervisor of Emerging Display Technologies Corp.
Director	Property Co., Ltd.* Representativ e:Ms. Lee, Ai-Chen	Commercial Senior High School	Director of Tong Lung Metal Industry Co., Ltd. Director of ShiFu Industry Co., Ltd.	Director of Test Rite Int’l Co., Ltd.
Director	Property Co., Ltd.* Representativ e:Mr. Chen, Wen-Tzong	MBA, Business Management - Regis University Master of Law - Soochow University	Chairperson of Taiwan Financial As set Service Corporation Director-General, National Taxation Bureau of the Northern Area, Ministry of Finance Deputy Director-General, National Taxation Bureau of the Northern Area, Ministry of Finance Supervisor of Taiwan Business Bank Director of Financial Information Service Co., Ltd.	Director of Test Rite Int’l Co., Ltd. Independent Director of Garnd Pacific Petrochemical Corporation
Supervisor	Mr. Huang, Chung-Hsing	Ph.D., Business Administration - University of Texas at Austin	Associate Dean of Business Administration College of National Taiwan University CEO of EMBA of National Taiwan University Director of school of Professional and Continuing Studies of National Taiwan University Independent supervisor of Delta Electronics Inc Independent director of ShareHope Medicine Inc.	Director of Test Rite Int’l Co., Ltd. Associate Professor of Business Administration College of National Taiwan University Director of Delta Electronics Inc.

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• Category Name Education Professional Experience Current Position Supervisor Tsai-Chi Co.,  Bachelor of  Managing  Lawyer of Zhao Ltd. Laws of Supervisor of Taipei Ming Law Firm Representativ National Taiwan bar association ；  Director of e: University Director of Taiwan Muguangwen Mr. Liao, bar association Education Hsueh-Hsing Foundation  Director of Youngsun Culture and Education Foundation

•  Director of Chew Foundation

•  Consultant of Yilan County Government

Note ： “*” means “new” to the Company

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Discussion( Ⅱ )

1.Remove non-competition clause for newly board members and their representatives. Please proceed to discuss. (proposed by the Board of Directors)

Description:

(1) According to Company Act article 209, a director who does anything for himself/herself or on behalf of another person that is within the scope of the company's businesses, shall explain to the meeting of shareholders the essential contents of such an act and secure the approval of the meeting of shareholers.

(2) A proposal is to remove the non-competition clause for newly elected directors who invest or run a business which has similar or same scope to the Company, under the condition that the Company’s interests are not compromised.

(3)Directors and Independent-directors assume positions at the following companies：

Director	Company	Position
Mr. Ho,Tony	TestRiteVietNamCo.,Ltd.	Director
Ms. Ho, Judy	TestRite deMexico, S. A.de C. V.	Director
	Hwa HongInt’l Co., Ltd.	Director
	Rui FengInt’lCo.,Ltd.	Director
Ms. Ho, Robin	TestRiteInternational(Thailand)Ltd.	Director
	TestRite deMexico, S. A.de C. V.	Director
	Rui FengInt’lCo.,Ltd.	Director
Mr. Chen, Wen-Tzong	Grand Pacific Petrochemical Corporation	Independent Director
Mr. Ting,HungHsun	ShunSin TechnologyHoldingsLimited	IndependentDirector

(4) Please approve proposal discussed above.

Resolution:

Questions and Motions

Adjournment

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Attachment 1

Test Rite International Co., Ltd. Business Report

Dear shareholders,

Test-Rite’s 2014 consolidated revenue, which includes trading and retail operations in Taiwan and China, totaled NT$35.95 bn for a 2.1% increase. Net income attributable to shareholders increased by 11.1% YoY to NT$ 705.7mn. The increase in net income can be attributable to economies of scale, resulting in operating margin expansion of 0.53 percentage point to 2.73%.

Excluding one-time items, net profit from recurring businesses was NT$ 676.0 mn in FY2014, with recurring EPS of NT$ 1.32 on a fully diluted basis, an increase of 28.9% and 30.9% respectively. Test-Rite’s earnings growth in 2014 was fueled by gross margin improvement in our retail business in Taiwan and operating margin expansion of our trading business. FOREX contribution for FY2014 and FY2013 was NT$ 35.5 mn and NT$ 35.6 mn.

While operating environment in Taiwan and China remains challenging, demand for home furnishing and DIY products remained strong, buoyed by strong economic activities and equity markets. Revenue for our Taiwan retail operation, including TLW (DIY) and Hola, totaled NT$ 17.2 bn in 2014, an increase of 3.3% YoY and accounted for 47.9% of our total revenue. Net profit of NT$ 745.7 mn in FY2014 was flat versus FY2013. However, excluding the impact from the cash bonus rewards program that boosted both sales and net profit for FY2013, FY2014 sales increase would be higher at 4.3% and net profit would see an increase of NT$100mn, driven by gross margin increase of 1.2ppt. Revenue for Hola China totaled NT$ 4.1 bn, an increase of 5.2% and accounted for 11.4% of our total revenue. The increases are driven by higher private label products across all channels, and in particularly for Hola Taiwan. The home furnishing operation saw strong performance during the year, with sales totaling NT$ 6.16bn, an increase of 9.4% YoY. The increase is driven by higher foot traffic and higher share of private label as a percentage of sale that reached 13.0% of the channel’s revenue, an increase by 6.0 percentage point versus FY2013. We envision higher private label penetration will continue in FY2015

In 2014, we added one and two Hola stores in Taiwan and China respectively. In June 2014, we also re-launched our E-commerce platform in China, first in T-Mall and on Yi-hao-dian in 4Q14, to capture the ever-important E-commerce businesses. As of December 2014, we operated operate 26 TLW (DIY) stores, 23 HOLA stores in Taiwan, and 35 HOLA stores in China. In December 2013, we operated 26 TLW (DIY) stores and 22 HOLA stores in Taiwan, and 33 HOLA stores in China.

Our trading business continued to benefit from sustained recovery of consumer demand globally. Total shipments during the year reached NT$18.45 bn, an increase of 4.6% YoY. In particular, shipments to Europe saw an increase of 39.9% to NT$ 2.7 bn, accounting for 14.7% of total shipments. Our agency business, driven by strong auto and home related demand in the U.S., saw shipments increase by 9.1%, accounting for 31% of total shipment. This is a historical high for Test-Rite. The increase in shipments for our agency business is a critical

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component to improving gross margin for our trading business as we recognize approximately 5% of shipment as commission revenue at 100% gross margin. In 2014, revenue from our trading operations increased 2.8% YoY to NT$ 13.0 bn, of which commission revenue from agency business totaled NT$255.4mn, or nearly 2% of our revenue. Given the sales growth, both principal trading and agency businesses benefitted from operating leverage, which saw a 1.0 percentage point increase for operating margin during the year to 4.3%.

We completed the acquisitions of three German trading subsidiaries in January, 2015. This is a key milestone for Test-Rite, as we now own 100% of our oversea sales offices. While we expect to continue to grow our German business via our newly acquired subsidiaries, we also intend to reestablish Test-Rite’s presence in Europe, by leveraging our newly acquired warehouse facilities in order to extend Test-Rite’s full service sourcing capabilities to our customers in Europe. Looking into 2015 and beyond, our newly established warehouse services in the Shanghai FTZ will also serve as another key growth driver, as we are able to offer even more efficient, full service trading and sourcing capabilities our customers worldwide.

Below please find Test-Rite’s parent and consolidated operating result FY2014, along with business plan summary for FY2015 and future business strategy. We also included the highlight of possible impacts and challenges from external competition, changes in government regulations and global macroeconomic environment for your reference.

1. Operating result for 2014

i. Operating result based on business plan for 2014(consolidated):

			YoY change by value	YoY change (%)
(NT$ mn)	2014A	2013A
Net sales	35,946	35,204	742	2.11
COGS	25,114	24,594	520	2.11
Grossprofit	10,832	10,610	222	2.09
OperatingExpense	9,850	9,833	17	0.17
Operating profit	982	777	205	26.38
Non-op.profit/(loss)	(99)	(44)	-55	125.00
Netprofit before tax	883	733	150	20.46
Netprofit after tax	715	641	74	11.54
Recurring Net profit attribute to TRIC
	706	635	71	11.18

ii. Operating result based on business plan for 2014(stand alone):

			YoY change by value
(NT$ mn)	2014A	2013A		YoY change (%)
Net sales	12,937	12,176	761	6.25
COGS	10,376	9,940	436	4.39
Grossprofit	2,561	2,236	325	14.53
OperatingExpense	2,394	2,162	232	10.73
Operating profit	167	74	93	125.68
Non-op.profit/(loss)	575	595	-20	-3.36
Netprofit before tax	742	669	73	10.91
Netprofit after tax	706	635	71	11.18

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iii. Analysis of balance sheet & profitability (Consolidated)

Item	Year	2014A	2013A	YoY change(%)
Balance sheet	Total liability/total asset	70.46	70.93%	-0.66
	Current ratio	116.07	111.17%	4.41
	ROE	10.15	9.57%	6.03
Profitability	Net margin	1.99	1.82	9.32
	EPS	1.42	1.30	9.23

2 、 2015 Business plan and future development strategy

• (1)Business plan and managerial principle:

• Open 5-8 stores in Taiwan and China, include the first Crate & Barrel stores in the shopping Mecca of Taipei, Sinyi District

• Ramp up E-commerce product offerings in Taiwan and China (re-launched e-commerce in China began in June 2014)

• Further integrate merchandising team for Taiwan and retail to benefit from

• Expand warehousing capability in Taiwan to support business needs (Crate & Barrel/E-commerce)

• Post M&A integration of German subsidiaries and establishment of European Hub

• Leverage newly established Shanghai FTZ to provide more efficient and more integrated sourcing and supply chain management service

• Continue integration of trading and retail operations to realize potential synergy

(2)Future development strategy:

• Continue to leverage in-house design capabilities to provide differentiating products for both trading and retail businesses in order to transform Test-Rite to a products company

• Increase private label penetrate rate to drive earnings growth in all retail formats as private label products have higher GM% vs. non private label products

• Identify new products/brand for licensing opportunities in Taiwan and China

• Maintain existing relationships with trading customers and (principal and agency) while aggressively pursue potential agency opportunities

• Pursue M&A opportunities for both trading and retail businesses to compliment organic growth of our existing businesses

3 、 Potential influence from external competition, regulation and macroeconomic environment

As we are less than 12 months away from the next Presidential election in 2016 in Taiwan, it is probable that the authorities will continue its effort to reign in the overheated real estate market. This may have a prolonged adverse impact on demand for DIY and home furnishing related products, which is exacerbated by policy shifts that may negatively impact disposal income, including higher electricity price increases and higher dividend tax to support the national healthcare programs. However, higher equity market levels and the expected pay increases in both public and private sectors may lend support overall household income and consumer confidence level in Taiwan.

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In China, the authorities have continued to reign in the purported excess spending of wealthy individuals. The result is a substantial slowdown of property market transactions and retail sales, which saw declines of 6.3% and increases of 12.2% on a national basis, lower by 5~10 percentage point than its recent peak. These issues, along with rising labor costs, have significantly increased the challenges of our retail operation in China. However, our aspiration to become the premier retail operator in home related categories remain unchanged and we plan to expand our operation open 5 to 8 new stores in Taiwan and China, including the first Crate and Barrel store as a franchisee in Taipei, Taiwan. The competitive landscape for retailers globally is rapidly changing. However, Test-Rite is uniquely positioned as a supplier to many of the top retail operators globally and as a retail operator locally. We intend to fully leverage our strengths to grow our principle shipments, add new agency customers (Fred’s agency agreement was signed in 2H14), and continue to introduce new and unique products to our portfolio for both trading and retail operations.

Lastly, all staff of Test Rite Group will spare no efforts to adequately plan, and manage our trading, retail and other group businesses in an honest, sincere and dedicated manner, with the objective to improve our balance sheet and further enhance returns on shareholder equity (ROE). We, the management team of Test-Rite, on behalf of all the employees of the company, would like to take this opportunity to thank our shareholders for your continued support and encouragement.

Chairman: Judy Lee

GM: Sophia Tong

Controller: Linda Lin

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Attachment 2

To: Test Rite International Co., Ltd. 2015 Shareholders Meeting From: Supervisors of Test Rite International Co., Ltd Re: Supervisor’s review report on the 2014 Financial Statements

Dear shareholders,

Here we ensure the annual financial reports of TRIC stands alone and its consolidation for 2014 have been rendered by Board and audited independent auditors Mr. HONG, KUO-TYAN and Mr. WU, KER-CHANG of Deloitte Touche. Further we review 2014 Business report and 2014 Profits Distribution proposal and assure to it’s compliance with Company Act No. 219 as well.

Supervisors: Tsai-Chi Co., Ltd. Representative: Mr. Lai, Yung-Chi Representative: Mr. Liao, Hsueh-Hsing

March 25, 2015

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Attachment 3

Test-Rite International Co., Ltd. and Subsidiaries

Consolidated Financial Statements for the Years Ended December 31, 2014 and 2013 and Independent Auditors’ Report

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INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders Test-Rite International Co., Ltd.

We have audited the accompanying consolidated balance sheets of Test-Rite International Co., Ltd. and its subsidiaries (the “Company”) as of December 31, 2014 and 2013, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2014 and 2013 (all expressed in thousands of New Taiwan dollars). These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the Rules Governing the Audit of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Those rules and standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2014 and 2013, and their consolidated financial performance and their consolidated cash flows for the years ended December 31, 2014 and 2013, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed by the Financial Supervisory Commission of the Republic of China.

We have also audited the parent company only financial statements of Test-Rite International Co., Ltd. as of and for the years ended December 31, 2014 and 2013 on which we have issued an unqualified report.

March 25, 2015

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail. Also, as stated in Note 4 to the consolidated financial statements, the additional footnote disclosures that are not required under accounting principles and practices generally applied in the Republic of China were not translated into English.

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TEST-RITE INTERNATIONAL CO., LTD. AND SUBSIDIARIES

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CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss - current (Notes 4 and 7) Debt investments with no active market - current (Notes 4 and 9) Notes receivable (Notes 4 and 10) Trade receivables (Notes 4 and 10) Other receivables Inventories (Notes 4 and 11) Prepayments Other current financial assets Other current assets Total current assets NON-CURRENT ASSETS Financial assets measured at cost - non-current (Notes 4 and 8) Debt investments with no active market - non-current (Notes 4 and 9) Property, plant and equipment (Notes 4 and 12) Goodwill (Notes 4 and 13) Other intangible assets (Notes 4 and 14) Deferred tax assets (Notes 4 and 23) Refundable deposits paid Prepayments for investment (Note 28) Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 15) Short-term bills payable (Note 15) Notes payable Trade payables Other payables (Notes 4 and 17) Current tax liabilities (Note 4) Advance receipts Current portion of long-term borrowings (Note 15) Other current liabilities Total current liabilities LONG-TERM LIABILITIES Long-term borrowings (Note 15) NON-CURRENT LIABILITIES Accrued pension liabilities (Notes 4 and 20) Refundable deposits received Deferred credit (Note 12) Other non-current liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY Share capital Common stock (Notes 4 and 19) Capital surplus (Notes 4 and 19) Retain earnings (Notes 4 and 19) Legal reserve Special reserve Unappropriated earnings Total retain earnings Other equity (Notes 4 and 19) Treasury shares (Notes 4 and 20) Total equity attributable to owners of the Company NON-CONTROLLING INTERESTS (Note 4) Total equity TOTAL		2014 Amount % $ 2,316,128 9 1,053,554 4 158,668 1 78,835 - 3,031,812 12 411,106 2 5,696,015 23 385,433 2 1,707 - 60,925 - 13,194,183 53 71,085 - 50,000 - 6,048,084 24 2,231,278 9 241,740 1 1,182,045 5 974,859 4 44,404 - 883,268 4 11,726,763 47 $ 24,920,946 100 $ 2,749,782 11 79,957 - 35,216 - 5,860,687 23 1,382,290 6 87,247 - 464,746 2 500,000 2 207,748 1 11,367,673 45 5,662,504 23 125,072 1 225,464 1 100,000 - 79,258 - 529,794 2 17,559,971 70 5,139,555 21 678,829 3 929,953 4 148,098 - 655,376 3 1,733,427 7 29,813 - (248,171 ) (1 ) 7,333,453 30 27,522 - 7,360,975 30 $ 24,920,946 100		2013
				Amount % $ 2,418,439 10 351,967 1 166,123 1 5,176 - 2,754,264 12 455,619 2 5,154,266 22 563,633 2 262 - 141,552 1 12,011,301 51 71,823 - 50,000 - 6,208,064 27 2,205,300 9 214,036 1 1,089,192 5 933,648 4 - - 588,874 3 11,360,937 49 $ 23,372,238 100 $ 2,256,663 10 9,997 - 101,403 - 5,365,575 23 1,831,223 8 105,401 - 603,381 3 300,000 1 230,843 1 10,804,486 46 5,227,615 23 123,385 - 197,999 1 150,000 1 75,593 - 546,977 2 16,579,078 71 5,219,555 22 694,476 3 874,164 4 148,098 1 557,887 2 1,580,149 7 (2,390 ) - (729,124 ) (3 ) 6,762,666 29 30,494 - 6,793,160 29 $ 23,372,238 100

The accompanying notes are an integral part of the consolidated financial statements.

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TEST-RITE INTERNATIONAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Note 4) OPERATING COSTS (Note 11) GROSS PROFIT OPERATING EXPENSES PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Interest income Other income Gain on sale of investments, net Foreign exchange gains Net gain on fair value change of financial assets and liabilities designated as at fair value through profit or loss Interest expense Other expense Loss on disposal of property, plant and equipment Foreign exchange losses Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 21) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME AND LOSSES Exchange differences on translating foreign operations Actuarial gain and loss arising from defined benefit plans Other comprehensive income for the year TOTAL COMPREHENSIVE INCOME FOR THE YEAR		2014 Amount % $ 35,946,241 100 25,114,215 70 10,832,026 30 9,850,124 27 981,902 3 17,992 - 172,754 - 14,472 - - - 317,254 1 (188,093) (1) (179,914) - (5,038) - (248,185 ) (1 ) (98,758 ) (1 ) 883,144 2 (167,977 ) - 715,167 2 31,036 - 6,287 - 37,323 - $ 752,490 2		2013
				Amount % $ 35,203,864 100 24,593,530 70 10,610,334 30 9,833,596 28 776,738 2 19,754 - 211,972 1 9,950 - 1,553 - 34,036 - (152,665) - (160,778) (1) (7,838) - - - (44,016 ) - 732,722 2 (92,108 ) - 640,614 2 27,038 - 2,694 - 29,732 - $ 670,346 2 (Continued)

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TEST-RITE INTERNATIONAL CO., LTD. AND SUBSIDIARIES

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET PROFIT ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Company Non-controlling interests EARNINGS PER SHARE (Notes 4 and 22) Basic Diluted		2014 Amount % $ 705,731 2 9,436 - $ 715,167 2 $ 744,221 2 8,269 - $ 752,490 2 $ 1.42 $ 1.42		2013
				Amount % $ 635,139 2 5,475 - $ 640,614 2 $ 658,927 2 11,419 - $ 670,346 2 $ 1.30 $- $ 1.30 $-
		$		$
		$		$
		$		$

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

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TEST-RITE INTERNATIONAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2013 Special reserve under Rule No. 1010012865 issued by the FSC Appropriation of 2012 earnings Legal reserve Cash dividends Net profit for the year ended December 31, 2013 Other comprehensive income for the year ended December 31, 2013 Total comprehensive income for the year ended December 31, 2013 BALANCE AT DECEMBER 31, 2013 Appropriation of 2013 earnings Legal reserve Cash dividends Net profit for the year ended December 31, 2014 Other comprehensive income for the year ended December 31, 2014 Total comprehensive income for the year ended December 31, 2014 Treasury shares transferred to employees (Note 20) Retirement of treasury shares (Notes 19 and 20) Equity transactions with non-controlling interests (Note 24) BALANCE AT DECEMBER 31, 2014		Equity Attributable to Owners of the Company	Equity Attributable to Owners of the Company		Non-controlling Total Interests $ 6,629,794 $ 19,075 - - - - (526,055) - 635,139 5,475 23,788 5,944 658,927 11,419 6,762,666 30,494 - - (502,088) - 705,731 9,436 38,490 (1,167 ) 744,221 8,269 331,009 - - - (2,355 ) (11,241 ) $ 7,333,453 $ 27,522	Total Equity $ 6,648,869 - - (526,055) 640,614 29,732 670,346 6,793,160 - (502,088) 715,167 37,323 752,490 331,009 - (13,596 ) $ 7,360,975
	Share Capital Share (In Thousands of Shares) Amount Capital Surplus 521,956 $ 5,219,555 $ 694,476 - - - - - - - - - - - - - - - - - - 521,956 5,219,555 694,476 - - - - - - - - - - - - - - - - - 17,344 (8,000) (80,000) (32,991) - - - 513,956 $ 5,139,555 $ 678,829	Retained Earnings Unappropriated Legal Reserve Special Reserve Earnings $ 805,210 $ - $ 663,161 - 148,098 (148,098) 68,954 - (68,954) - - (526,055) - - 635,139 - - 2,694 - - 637,833 874,164 148,098 557,887 55,789 - (55,789) - - (502,088) - - 705,731 - - 6,287 - - 712,018 - - - - - (54,297) - - (2,355 ) $ 929,953 $ 148,098 $ 655,376	Other Equity Exchange Differences on Unrealized Gain (Loss) on Translating Available-for- Foreign sale Financial Operations Assets $ (23,509) $ 25 - - - - - - - - 21,094 - 21,094 - (2,415) 25 - - - - - - 32,203 - 32,203 - - - - - - - $ 29,788 $ 25	Treasury Shares $ (729,124) - - - - - - (729,124) - - - - - 313,665 167,288 - $ (248,171 )
	Share (In Thousands of Shares) 521,956 - - - - - - 521,956 - - - - - - (8,000) - 513,956

The accompanying notes are an integral part of the consolidated financial statements.

22

TEST-RITE INTERNATIONAL CO., LTD. AND SUBSIDIARIES

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CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments for: Depreciation expenses Amortization expenses (Reversal of) impairment loss recognized on trade receivables Net gain on fair value change of financial assets and liabilities designated as at fair value through profit or loss Interest expense Interest income Compensation cost of employee share options Loss on disposal and impairment of property, plant and equipment Gain on sale of investments Unrealized net loss (gain) on foreign currency exchange Amortization of unrealized gain on sale-leaseback Changes in operating assets and liabilities Financial assets held for trading Notes receivable Trade receivables Other receivables Inventories Prepayments Other current assets Other financial assets Other operating assets Notes payable Trade payables Other payables Advance receipts Other current liabilities Other operating liabilities Cash generated from operations Interest received Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through profit or loss Decrease (increase) in debt investments with no active market Proceeds on sale of financial assets measured at cost Proceeds from decreased capital stock of financial assets carried at cost - non-current Increase in prepayments of investment

2014 2013 $ 883,144 $ 732,722 644,286 668,398 165,887 143,140 (808) 4,501 (317,254) (34,036) 188,093 152,665 (17,992) (19,754) 8,250 - 5,038 7,838 (2,115) (9,950) 248,185 (1,553) (50,000) (50,000) 81,141 (39,092) (73,659) 31 (524,925) (303,563) 44,715 (95,212) (541,749) (313,375) 178,200 (42,611) 23,704 (50,212) (1,445) 337 (231,855) 198,932 (66,187) 82,029 495,112 817,872 (462,306) (360,783) (138,635) (692) (23,095) 7,771 11,639 (10,873 ) 525,369 1,484,530 17,790 23,636 (177,343) (151,766) (190,271 ) (114,397 ) 175,545 1,242,003 (465,474) - 7,455 (166,123) 2,853 6,969 - 4,867 (44,404) - (Continued)

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. TEST-RITE INTERNATIONAL CO., LTD. AND SUBSIDIARIES

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CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

Net cash outflow on acquisition of subsidiaries (Note 23) Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits paid Payments for intangible assets Proceeds from disposal of intangible assets Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Increase in short-term bills payable Increase in long-term borrowings Repayments of long-term borrowings Increase in refundable deposits received Dividends paid to owners of the Company Proceeds from treasury stock transferred to employees Payments for equity transactions with non-controlling interests Net cash generated from financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2014 $ - (731,541) 7,187 (41,211) (40,477) - (1,305,612 ) 493,119 69,960 3,510,564 (2,875,675) 27,465 (502,088) 322,759 (13,596 ) 1,032,508 (4,752 ) (102,311) 2,418,439 $ 2,316,128	2013 $ (8,053) (703,022) 14,588 (91,844) (119,806) 21,673 (1,040,751 ) 492,534 9,997 2,496,413 (2,181,995) 17,528 (526,055) - - 308,422 27,038 536,712 1,881,727 $ 2,418,439

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

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Attachment 4

Test Rite International Co., Ltd 2014 Profits Distribution Table

(NTD	(NTD	(NTD	(NTD
Item	Amonut		Notes
Beginningbalance of retained earnings	11,301
Adjusted retained earnings for Investments accounted for using equity method	11,489,974
Actuarial gains recognized under retained earnings	(7,558,004)
Retirement of treasury shares and recorded as retained earnings	(54,296,656)
Adjusted undistributed earnings(a)	(50,353,385)
Add: Netprofit after tax(b)	705,730,471
Less: 10% for Legal reservation	(65,537,709)		(a+b)*10%
Earnings available forpay-out	589,839,377
Allocation:
Cash dividend	(577,400,692)		NTD 1.15per share
Sub total	(577,400,692)
Endingbalance of retained earnings		12,438,685
Remuneration to directors and supervisors：11,296,788 Cash bonus for employees：5,898,394

Chairman: Judy Lee

GM: Sophia Tong Controller: Linda Lin

Further information as below:

• Note 1: The remuneration of directors and supervisors that should be distributed by the Company in 2014 according to the articles of incorporation is NT$11,796,788. To comply with the resolution of the board of directors regarding the average remuneration to directors and supervisors (excluding remuneration for part-time employees) on October 21, 2014, the amount to be distributed in 2015 will be NT$11,296,788.

• Note 2: As of April 17th, 2015, the total number of common stocks outstanding is513,955,558 shares. After adjusting for 11,868,000 of treasury shares on hand, the the number of shares eligible to receive the above proposal of earnings distribution is 502,087,558 shares.

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Attachment 5

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TEST RITE International Co., Ltd.

Procedures for Engaging in Derivatives Trading Reference Table for Revised Clauses

Article No.		Original clause	Revised clause	Basis and reasons for revision
Article 4		Trading principles and strategies 5、Total contract amount and setting of stop-loss point (1) (Omitted) (2) Setting of stop-loss point Limits on loss of all and individual contract are set forth as follows: a. Hedging operatoin: Hedging is mainly used to avoid risk the company may be exposed to during normal course of operation.~~Because~~ the associated risks of establishing heding positions are considered prior to the positions are established~~,~~ ~~maximum possible loss is not~~ ~~an issue~~ ~~.~~However, if the loss of entire hedging positions exceeds 70% of risk position of the Company, a notice shall be given to relevant management immediately for discussion of reactive measure. If necessary, the chairman may take measure first, and then reported such measure to the board of directors for approval. b. (Omitted)	Trading principles and strategies 5、Total contract amount and setting of stop-loss point (1) (Omitted) (2) Setting of stop-loss point Limits on loss of all and individual contract are set forth as follows: a. Hedging operatoin: Hedging is mainly used to avoid financial risks the company may be exposed to during normal course of operation. The associated risks of establishing heding positions are considered prior to the positions are established. However, if the loss of entire hedging positions exceeds 70% of risk position of the Company, a notice shall be given to relevant management immediately for discussion of reactive measure. If necessary, the chairman may take measure first, and then reported such measure to the board of directors for approval. b. (Omitted)	Revision is made in accordance with regulatory.

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Attachment 6

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TEST RITE International Co., Ltd.

Endorsement/Guarantee Procedures Reference Table for Revised Clauses

Article No.	Original clause	Revised clause	Basis and reasons for revision
Article 6	For Endorsements/guarantees made by the Company shall, in principle, be made after receipt of approval resolved by the Board of Directors. However, for the timely needs, the Board of Director may authorize the Chairman to predetermine a single endorsement/guarantee in the amount not exceeding~~two~~ ~~hundred~~ ~~million~~ NT dollars to the extent of the limits under the preceding article, and subsequently report such endorsement/gurantee to the Board of Directors for ratification.	For Endorsements/guarantees made by the Company shall, in principle, be made after receipt of approval resolved by the Board of Directors. However, for the timely needs, the Board of Director may authorize the Chairman to predetermine a single endorsement/guarantee in the amount not exceedingthree hundred and fifty million NT dollars to the extent of the limits under the preceding article, and subsequently report such endorsement/gurantee to the Board of Directors for ratification.	Revision is made in accordance with regulatory change and actual business needs.

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Attachment 7

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TEST RITE International Co., Ltd. Articles of Incorporation Reference Table for Revised Clauses

Article No.	Original clause	Revised clause	Basis and reasons for revision
Article 31-2	Dividend policy The industry in which the Company is engaged contains a large number of variables and uncertainties. As the life cycle of the Company's development enters the stable and mature phase and taking into account the Company's diversification, future operating plans, capital requirements, and long-term financial planning, as well as in consideration of shareholders' interests, our dividend policy shall be formulated in accordance with the provisions of the Company Act and other relevant regulatory requirements to ensure the soundness and balance of dividend distribution. Shareholder dividends to be distributed~~in a combination of~~ ~~capital increase by surplus, capital~~ ~~increase by capital reserve, and cash~~ ~~dividends.~~ ~~C~~ash dividends must not be less than 10% of the total shareholder dividends. However, cash dividends under NT$0.10 per share will not be distributed as cash dividends, and may instead be distributed entirely as share dividends.	Dividend policy The industry in which the Company is engaged contains a large number of variables and uncertainties. As the life cycle of the Company's development enters the stable and mature phase and taking into account the Company's diversification, future operating plans, capital requirements, and long-term financial planning, as well as in consideration of shareholders' interests, our dividend policy shall be formulated in accordance with the provisions of the Company Act and other relevant regulatory requirements to ensure the soundness and balance of dividend distribution. Shareholder dividends to be distributedshould not be less than 50% of theearningsavailable for distribution and may be distributed	Revision is made in accordance with regulatory change and actual business needs..
		in cashand/or shares .Cash dividends must not be less than 10% of the total shareholder dividends. However, cash dividends under NT$0.10 per share will not be distributed as cash dividends, and may instead be distributed entirely as share dividends.
Article 34	The Articles of Incorporation were drawn up on July 24, 1978. (Omitted) The 39th revision was adopted on June 11,2014.	The Articles of Incorporation were drawn up on July 24, 1978. (Omitted) The 40th revision was adopted on June 15, 2015.	Adding revision date.

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Appendix 1

Test Rite International Co., Ltd.

Current Shareholdings of Directors and Supervisors

			Record Date: April 17,2015	Record Date: April 17,2015
Title	Title Shareholding Name	The minimum number of shares	Number of shares
			Shares	Total
Chairman	Ms. Lee, Judy	20,558,222	20,599,294	66,905,506
Directors	Mr. Ho, Tony		43,995,550
	Mr. Huang, Hsin-Hsien		0
	Ms. Ho, Robin		1,704,579
	Property Co., Ltd. Representative: Ms. Lee,Ai-Chen		606,083
	Property Co., Ltd. Representative: Mr. Huang,Chung-Hsing		606,083
	Property Co., Ltd. Representative: Ms. Chen,Wen-Tzong		606,083
Supervisor	Tsai-Chi Co., Ltd. Representative: Mr. Lai,Yung-Chi	2,055,822	32,327,389	32,327,389
	Tsai-Chi Co., Ltd. Representative: Mr. Liao,Hsueh-Hsing		32,327,389

Notes:

1. The shareholding ratios in this table are based on a total of 513,955,558 outstanding shares as of the book close date before this year's Shareholders Meeting.

2. The tenure of directors is from June 18, 2012 to on June 17, 2015.

＊According to Article 26 of the Securities and Exchange Act and Article 2, Paragraph 1, Sub-paragraph 4 and Paragraph 2 of the Regulations Governing Ratios and Auditing of Director and Supervisor Share Ownership at Public Companies: the minimum number of shares that may be held by all Company directors is20,558,222 shares, and the minimum number of shares that may be held by all supervisors is 2,055,822 shares.

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Appendix 2

Details of Employee Bonus and Total Salary for the Board of Directors and Superviosors

1. As pursuant of the Company Act and Article of Incorporation, the Company, after reporting positive earnings for a given fiscal year and paying applicable taxes, should first reserve its earnings to cover any losses from prior years. Thereafter, the company should reserve 10% of its earnigs for legal reserve before allocating no less than 1% of its earnings for employee bonus, and 2% of its earnings for the salary for the Board of Directors and Supervisors.

2. For the company’s employee’s, bonus can be issued via new shares or cash. Bonus issued as new shares, can also be distributed to employees of the company’s subsdiaries, subject to their elibility. The elibility of to receive stock bonus is determined byby the Chairperson, under the authority granted by the shareholders.

3. On March 25th, the Board of Directors approved employee cash bonus of NT$ 5,898,394 and remuneration to directors and supervisors of NT$11,796,788. However, in order to comply withBoard of Directors’s resolution regarding the proposal of average remuneration to directors and supervisors (excluding remuneration for part-time employees), passed on October 21, 2014, the amount to be distributed this year will be reduced to NT$11,296,788.

Items for Distribution	As proposed by the Board(A)	Estimated expense(B)	Difference (A)-(B)	Remark
Employee cash bonus	5,898,394	5,500,000	398,394	Difference is between estimate and actual expense. Since, the difference is minor, the amount will be applied to 2015 earnings.
Remuneration to directors and supervisors	11,296,788	11,100,000	196,788

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Appendix 3

Other Matters-Details of Shareholder Proporsal at Shareholders’ Meeting

Note:

1. According to Company Act No. 172, Shareholders who hold more than 1% can submmit only ONE written shareholder proposal that is 300 characters or less.

2. Written subimssion of shareholder proposals must be submitted between the dates of April 7th, 2015 and April 17th, 2015. The Company has posted information regarding shareholder proposals on the Market Obeservation Post System (MOPS) as required by regulation .

3. The company has not yet to receive any written submission of shareholder proposals.

4. 31 -